Delayed Draw Funding Date means the date occurring on or after the Effective Date upon which all of the conditions to funding the Delayed Draw Term Loan set forth in Section 6.02 are satisfied and the Delayed Draw Term Loan is funded.
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Purchaser Group means, at any time, the group of companies comprised of the Purchasers, the Guarantor and the Guarantor’s subsidiaries at that time.
Initial Funding Date means the Funding Date on which the first Loan is made pursuant to this Agreement, as specified in the Initial Borrower Funding Request.
Non-Controlling Note Holder herein shall mean the “Directing Certificateholder” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that for so long as 50% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling Note Holder under this Agreement. If the Non-Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.
Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).
Term SOFR Loan means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
Non-Funding Lender has the meaning ascribed to it in Section 9.9(a)(ii).
Note Holder means with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.
Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.
Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.
Note A-2 Special Servicer means the special servicer under the Note A-2 PSA.
Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and
Committed Purchaser means each Person listed as such as set forth on the signature pages of this Agreement.
Loan Investor means any person (including an Agency) having a beneficial interest in any mortgage loan originated, purchased or serviced by the Company or any Company Subsidiary or a security backed by or representing an interest in any such mortgage loan; and
Non-Controlling Noteholder means each Noteholder other than the Controlling Noteholder; provided that, if at any time a Non-Controlling Note (or, at any time a Non-Lead Securitization Note is included in a Securitization, the Non-Lead Securitization Subordinate Class Representative) is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, no Person shall be entitled to exercise the rights of such Non-Controlling Noteholder with respect to such Non-Controlling Note.
Non-Lead Securitization Note Holder means any holder of a Non-Lead Securitization Note.
Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.
Initial Lender has the meaning specified in the recital of parties to this Agreement.
Controlling Note Holder means the holder of the Controlling Note; provided that at any time the Controlling Note is included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities issued in such Securitization designated as the “controlling class” or any other party that is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement; provided that for so long as 50% or more of the Controlling Note is held by (or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned the rights to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise any rights of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.
Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Lead Securitization Servicing Agreement.
Ultimate purchaser means, with respect to any new motor vehicle or new motor vehicle engine, the first person who in good faith purchases a new motor vehicle or new motor vehicle engine for purposes other than resale.
Initial Term Loan Lender means a Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan.
Funding Lender means Citibank N.A., a national banking association, and any successor under this Funding Loan Agreement and the Borrower Loan Documents.
Accelerated Mezzanine Loan Lender shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.
Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.